Terms and Conditions for using www.inen.global
Thank you for visiting www.InEn.global. Our purpose is to promote enterprise in the UK by facilitating communications within the law between entrepreneurs and investors. All use of the Site is subject to the following terms and conditions to which you must agree before being able to use it. The main headings in these terms and conditions are:
2. YOUR USE OF THE SERVICE
3. DISCLAIMERS AND LIMITATION OF LIABILITY
4. ACCESS TO THE SERVICE
5. INFORMATION ENTERED BY YOU
7. USER NAME AND PASSWORD
10. DURATION AND TERMINATION
12. RISK WARNINGS
15. CONFLICTS OF INTEREST
16. HYPERTEXT LINKS
17. USER RESTRICTIONS
19. COMPLETE AGREEMENT
1.1. The following terms have the following meanings when used in these terms and conditions or elsewhere on the Site unless the context otherwise requires:
“Acceptable Use Policy” means our policy on acceptable use and content (as amended from time to time) which forms part of these terms and conditions;
“Authorised Person” has the meaning given in section 31 of FSMA;
“FCA” means the Financial Conduct Authority;
“Financial Promotion Order” means FSMA (Financial Promotion) Order 2005;
“FSMA” means the Financial Services and Market Act 2000;
“High Net Worth Individual” has the meaning given to the term “certified high net worth individual” in article 48 of the Financial Promotion Order;
“InEn Club” means all the Members who have indicated they are Sophisticated Investors or High Net Worth Individuals and is an association of high net worth and sophisticated investors for the purposes of article 51 of the Financial Promotion Order;
“Information” means all of the information, data and documents on the Site including information, business tools and documents entered by us, by investors, by advisers and by entrepreneurs;
“Member” means a registered user of the Site;
“Personal Data” has the meaning given in the Data Protection Act 1998;
“Service” means the services and facilities provided on, by or through us;
“Site” means our website www.InEn.global;
“Sophisticated Investor” has the meaning given to the term “self-certified sophisticated investor” in article 50A of the Financial Promotion Order;
“we”, “us” and “our” mean InEn Global LLP (a private limited liability partnership incorporated in England and Wales with company registration number 9511683);
“you” means the person accessing the Site for any reason and “your” shall be interpreted accordingly.
1.2. The Site is governed by the law of England and Wales and the English courts shall have exclusive jurisdiction.
1.3. Except where expressly defined, terms and expressions used in these terms and conditions or elsewhere on the Site will bear the same meaning as that given in FSMA and in relevant statutory instruments made under FSMA and the FCA Handbook.
2. YOUR USE OF THE SERVICE
2.2. You accept that integrity is key to the Site and agree to act honestly and lawfully in all your dealings with or connected to the Site and to show respect and politeness to other users of the Site. You must comply with FSMA and insofar as you are obliged to do so with the FCA Handbook and/or the rules of any professional body to which you belong. You agree that you will not upload or introduce, or cause to be uploaded or introduced, onto the Site or into the Information, any virus, Trojan, worm root kit, spyware, or any other harmful or malicious software, program, routing, application or technology, nor anything which constitutes spam or bulk unsolicited commercial or personal communications. If you become aware of a breach of FSMA by us or by any person using the Service you must let us know.
2.3. If you self-certify as a Sophisticated Investor or a High Net Worth Individual, you must do so honestly. By registering as a Sophisticated Investor or a High Net Worth Individual you agree automatically:
(a) to become a member of the InEn Club, membership of which is free and is governed by these terms and conditions; and
(b) to receiving financial promotions in both real time and non-real time (as such terms are used in the Financial Promotion Order).
2.4. We make it clear that you must not seek advice from us as to the merits of you entering (or refraining to enter) into a particular transaction. If you do seek such advice we decline to give it and recommend that you seek such advice from an Authorised Person.
2.5. You may not sell, resell, retransmit or otherwise make the Information available in any manner or on any media to any third party, unless we specifically consent in writing to you doing so and you are permitted to do so by FSMA and you comply with the FCA Handbook and/or the rules of any professional body to which you belong.
2.6. Copyright and all other intellectual property rights subsisting in the Site and the Information is owned by us or the providers of such Information. Those rights are protected by copyright laws and treaties around the world. All such rights are reserved. Unless you are the provider of the contents of the Information reproduction of part or all of the contents of the Information in any form is prohibited save that you may print or download to a local hard disk extracts from the Information for your personal use only.
2.7. You must comply with the InEn Code. The InEn Code states:
(a)You agree to act honestly in all your dealings with other users of InEn.
(b)You agree to show respect and politeness to other users of InEn.
(c)You will not assist any person to breach the InEn Code or applicable law.
(d)You must comply with company law, financial services law and any professional rules applicable to you.
(e)You will respect the confidentiality of, and not steal the property of, other users of InEn.
(f)You will give feedback that is honest and helpful to other users of InEn.
(g)You must not put (or cause to be put) any Information on the site unless you:
(i)believe it (excluding opinions, views and forecasts) is true;
(ii)believe any opinions, views and forecasts contained in such Information are honestly held; and
(iii)do not deliberately omit any material matter of which you are aware which makes such Information to your knowledge, inaccurate or misleading.
3. DISCLAIMERS AND LIMITATION OF LIABILITY
3.1. We and our affiliates, officers, directors, employees, professional advisers, agents and licensors cannot and do not make any warranties or representations of any kind. We will not be liable if for any reason the Site is unavailable at any time or for any period or as a consequence of any bug, virus or other harmful or malicious software, program, routing, application or technology contained in the Information or on the Site.
3.2. We do not undertake any steps to check the accuracy of any Information provided by or on behalf of any investee company or other user of the Site. You should confirm to your own satisfaction the accuracy and completeness of any Information prior to entering into any investment.
3.3. Due to human error and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies, bugs or viruses in the Information and the Information is provided to you on an “as is” basis without warranties of any kind.
3.4. We and our affiliates, officers, directors, employees, professional advisers, agents and licensors disclaim to the fullest extent permitted by applicable law, with respect to this Site and the Information, all express, implied and legal, equitable or statutory warranties terms or conditions of any kind to you and to any third party including warranties as to accuracy, timeliness, completeness, fitness for purpose, satisfactory quality, non-infringement, currentness, freedom from bugs, viruses or harmful software or technology, or the use of reasonable care and skill or any representations or warranties arising from usage or custom or trade or by operation of law or equity. We and our affiliates, officers, directors, employees, professional advisers, agents and licensors assume no responsibility for the consequences of any errors, bugs, viruses or omissions in the content or otherwise relating to the Site and expressly exclude any liability (whether in tort, contract or otherwise, even if foreseeable) for any direct, indirect or consequential loss or damage incurred by you in connection with this Site or your use or inability to use this Site or any use of Information including any loss of data, income, revenue, business, contract, profits, goodwill, anticipated savings or wasted office or management time.
3.5. Nothing in these terms and conditions excludes liability for death or personal injury caused by the negligence of us, our employees or agents, or for fraud, or for fraudulent misrepresentation or for any other liability which cannot be excluded or limited under applicable law.
3.6. The responsibility for a business plan, information memorandum, private placing memorandum or other fund raising document and its compliance with the law remains with the issuer (or offeror) of securities, its directors and those persons named as accepting responsibility (if any) in the fund raising document. We accept no responsibility or liability in relation to such documents and without prejudice to the foregoing generality we do not accept any responsibility or liability for any changes to such documents caused by software or other error.
3.7. The specimen legal or business documents contained in or accessed through the Site do not provide legal, business or financial advice: they provide a first discussion draft. If legal, business or financial advice is required the services of a solicitor or accountant or other duly qualified professional must be sought. Neither the authors of the documents nor we know the context in which the documents may be used and cannot assume any responsibility for their proper and correct use. Also, the law changes and some of the documents and Information are not up to date. We are under no obligation to keep any Information up to date. The authors and we shall not be liable to any person with respect to any loss or damage caused or alleged to be caused directly or indirectly by the Information or any mistake in the documents contained on the Site (except to the extent that by the law relating to the Site it is unlawful to exclude such liability).
3.9. You acknowledge that the limitation of our liability under this term is reasonable and that we would not have agreed to the fees (if any) charged by us in connection with the provision of the Services except on the basis of such limitation of liability.
4. LICENCE TO USE THE DOCUMENTS AND BUSINESS TOOLS ON THE SITE AND ACCESS TO THE SERVICE
4.1. We license to you on a non-exclusive basis the right to use any copyright we own in the legal templates and business tools available on the Site as they are updated, altered and adapted from time to time. You agree that all copyright and rights in the nature of copyright in any versions of the legal templates and business tools altered or adapted by you shall vest in us and you hereby assign to us absolutely the entire copyright and all other rights in the nature of copyright subsisting in any such altered and adapted versions produced by you, and all other rights of whatever nature, whether now known or created in the future, to which you may be entitled by virtue of the laws in force in any part of the world in such altered and adapted versions PROVIDED THAT we continue to make the legal templates and business tools available on the Site
4.2. We make no warranty that the Service is free from infection by viruses or anything else that has contaminating or destructive properties. We cannot guarantee that access to the Service will be uninterrupted and error or bug free and we will not be responsible if the Site becomes inaccessible for any reason. We reserve the right to suspend or withdraw the Site without notice.
4.3. You understand and expressly agree that use of the Service is at your sole risk, and that any material and/or data downloaded or otherwise obtained through the use of the Service is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the use of the Service.
4.4. Your access to the Service may occasionally be restricted to allow for repairs, maintenance or introduction of new facilities or services. Should this occur, we will attempt to restore the Service as soon as we reasonably can. We reserve the right to restrict or cancel your access to the Service if you do not comply with these terms and conditions.
4.5. You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
4.6. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it. It is your responsibility to:
(a) obtain and maintain the equipment necessary to access and use the Site;
(b) pay all telephone, Skype, broadband and other costs associated with accessing the Service; and
(c) make your own back up arrangements.
4.7. Transactions concluded for the supply of services through the Site are governed by these terms and conditions together with any price details and payment method instructions available on the Site. Any services sought from Advisers, Advertisers, Sponsors or other persons will also be governed by their own terms and conditions.
5. INFORMATION ENTERED BY YOU
5.1. You may enter or upload Information or content onto the Site and make contact with other Members where and as permitted by us from time to time so long as you comply with the InEn Code and the content standards set out in our Acceptable Use Policy. You warrant that any such Information, content or contact does comply with those standards, and you indemnify us for any breach of that warranty.
5.2. We do not approve, endorse, select, modify or otherwise exercise control over Information entered by you on the Site and we do not accept responsibility for or make any warranties in connection with or recommend that you or any third party rely on such Information. We reserve the power to remove or modify material:
(a) which we have reason to believe does not comply with the InEn Code or our Acceptable Use Policy;
(b) in response to a request from the FCA or any other body which is empowered by or under any enactment to make such a request;
(c) when otherwise required to do so by the law;
(d) on request, when there is a reasonable explanation for such request;
(e) where we have reason to believe untrue, insufficient, misleading, ambiguous, unsubstantiated or conflicting Information has been supplied;
(f) where in our opinion there has been a breach of the InEn Code or these terms and conditions;
(g) where in our opinion there is a risk that the Site will be brought into disrepute;
(h) if it is an offer by a public company and we have reason to believe the minimum amount has not been raised within 40 days; or
(i) which is older than 3 months from original display (unless we have otherwise agreed).
5.3. If you are part of a team attempting to raise capital through the use of the Site you confirm you have taken such steps as are reasonable to satisfy yourself that the directors of the company (or other promoters of the entity) seeking capital have complied with and adhered to the standards required in the InEn Code, and have fairly disclosed or will fairly disclose to any potential investor (prior to any investment) introduced directly or indirectly through us:
(i) details of any arrangements (including loan and remuneration arrangements) between the company (or other entity) seeking capital and its directors;
(ii) any fee and/or commission arrangements and/or options or other interest granted over the shares of such company (or other entity) in connection with the capital raising;
(iii) litigation (including litigation known to be threatened);
(iv) remuneration paid to directors over the previous 12 months and estimated to be payable over the next 12 months;
(v) share capital (authorised, issued and under option);
(vi) unusual arrangements or commitments.
5.4. You confirm you are not acting in breach of FSMA (e.g. if you are arranging deals in investments you are a company making such arrangements for the purposes of issuing your own shares or you are making such arrangements with a view to the transaction being with or through an Authorised Person or you are a professional adviser working within the excluded activities).
5.5. If you are part of a team seeking to raise capital then you confirm any financial promotion complies with article 51 of the Financial Promotion Order and "relates only to an investment under the terms of which a person cannot incur a liability or obligation to pay or contribute more than he commits by way of investment."
5.6. You confirm you will provide to us any information or explanation known to you in such form and within such time limit as we may reasonably require for the purpose of demonstrating these terms and conditions are being or have been complied with.
5.7. If you are a potential investor or an adviser you confirm that any information you provided to us is correct and complete and that you will promptly inform us of any changes.
5.8. By entering any Information on the Site you hereby:
(a) grant us a worldwide non-exclusive licence to use copy, distribute, publish and transmit such Information in any manner we wish (including, without limit, archiving and making available such Information as part of the Service); and
(b) consent to other users of the Site commenting on any Information entered by you and to such comments being available to other users of the Site.
5.9. You acknowledge that one of the aims of the Site is transparency and if you are an investee company you consent to us publishing on the Site any information provided to us by you or on your behalf or relating to you from one of your financial or other professional advisers.
5.10 If three unique Members report a comment or other posts by you as inappropriate, it may be automatically deleted.
6.1. Discussion boards are or may be provided on the Site. Users of such facilities are reminded that unless they are an Authorised Person they must not do anything which could constitute a regulated activity for the purposes of FSMA. In particular if you are not an Authorised Person you must not carry on a business of advising on investments. You may also be committing a criminal offence if you make misleading statements.
6.2. We reserve the right to reveal your identity (or whatever information we may have about you) in the event of a complaint or legal action arising from any Information entered on the Site by you or on your behalf.
7. USER NAME AND PASSWORD
You agree to keep your username or password confidential. You are fully responsible for all use of the Service made using your username and password. If you believe that there has been a breach of security of your username and password you should notify us immediately. You must not make use of another user’s username or password and any such activity may amount to a breach of the criminal law. You must not allow others to access the Site using your login details. We have the right to disable any user identification code or password at any time if we believe you have breached these terms.
9.1. There is no charge to register as a Member and to use the Site to communicate (where permitted) with other Members within the Site by private messaging, chat and through the forums. You may use Skype where indicated and although we will not charge you for that service, we are not in control of any charges which Skype may make.
9.2. On registration, self-certified Sophisticated Investors and self-certified High Net Worth Individuals automatically become members of the InEn Club which is free.
10. DURATION AND TERMINATION
10.1. You will be able to use the Service upon:
(a) completing the appropriate registration form and procedures (including accepting these terms and conditions);
(b) if you are an investor or adviser seeking access to business plans and similar documents, certifying yourself as a Sophisticated Investor and/or as a High Net Worth Individual.
10.2. We may terminate your use of the Service without notice if in our opinion:
(a) you are in breach of any of the terms of this agreement (except for a trivial breach remedied within 7 days of its occurrence); or
(b) you do or fail to do any act which jeopardises the continuance of the Service; or
(c) If three unique Members report you as inappropriate, you may be automatically deleted from the Site and you lose all access.
11.1. We do not give investment advice but to the extent we arrange deals in investments we are an exempt person by virtue of the FSMA (Exemption) Order 2001.
11.2. Any communication we make which amounts to an invitation or inducement to engage in investment activity:
(a) is a non-real time communication or if it is a real time communication, it will be clear from the circumstances that it is a solicited real time communication;
(b) is made or directed by us for the purpose of our business of arranging deals in investments which is a regulated activity in relation to which we are an exempt person.
11.3. The financial promotion restriction set out in section 21(1) of FSMA accordingly does not apply to any such communication by virtue of article 17 of the Financial Promotion Order.
11.4. If you are attempting to raise capital the Information you enter on the Site must not constitute an offer of transferable securities to the public unless you comply with the law relating to a prospectus or one of the exemptions apply. See our FAQ on exemptions from prospectus on public offer.
11.5. Private limited companies must not breach the prohibition on them on offering shares to the public. See our FAQ on what constitutes an offer to the public.
12. RISK WARNINGS
12.1. The Service and the Information are only for your general information and use and are not intended to address your particular requirements.
12.2. You bear all risks from any use or results of using (or refraining to use) the Information or the Service. If you are an investor you must satisfy yourself as to the accuracy of the Information and as to the worth of any investment proposal. We draw your attention to the disclaimers and limitations of liability above.
12.3. Investments in small and medium sized investments are not suitable for everyone. If you have any doubt whether a particular investment is suitable for you; you should obtain expert advice. Such investments may go down in value as well as up and your entire investment may be lost.
12.4. It may be difficult to sell or realise the investment at a reasonable price or any price or to obtain reliable information about its value or the extent of the risks to which it is exposed.
12.5. You should carefully consider whether an investment is suitable for you in the light of your personal circumstances and financial resources available to you.
12.6. The value of any investments is variable and past performance is not necessarily a guide to future performance.
12.7. For further information and investment warnings, you may wish to consult the FCA website, on www.FCA.gov.uk.
13.1. You irrevocably indemnify us against
(a) any and all losses, damages and costs suffered or incurred as a result of you using (or refraining to use) the Service or relying on Information entered on the Site; and
(b) against any liability (including legal costs and expenses) which we may incur as a result of you putting Information on the Site.
If you have any complaint about our performance under this agreement, you should direct that complaint to christina@InEn.global and we will investigate the nature of your complaint and try to resolve it.
15. CONFLICTS OF INTEREST
Your attention is drawn to the fact that we, our employees or our officers may have an interest, relationship or arrangement that is material in relation to the investment or transaction offered in the course of the Service or which could give rise to a conflict of interest and you agree that we shall not be required to disclose it to you and that there will be no obligation to account to you for any profit.
16. HYPERTEXT LINKS
16.1. We provide hypertext links to sites on the internet which are operated by other people.
16.2. We do not control and are not responsible for any other site or its contents, including any site through which you may have gained access to this Site or to which you may gain access to from this Site. We therefore make no endorsements or representations about them or any material found there. We do not accept any liability in connection with any linked sites.
17. USER RESTRICTIONS
17.1. The Service is intended to promote industrial, commercial and enterprise activity in the UK and is designed to comply with UK legislation. Persons from outside the UK should only use this website if they are satisfied that to do so complies with legislation of their country of residence. Companies raising capital and/or their advisers should note these restrictions and take appropriate action if contacted by investors who are non-UK residents.
17.3. The Service is only available to persons who are 18 years old or over.
This agreement and any rights of access (password and username) to the Service provided to you may not be assigned, licensed or otherwise transferred by you to any other person without our prior written consent.
19. COMPLETE AGREEMENT
19.1. These terms and conditions together with the Acceptable Use Policy, duly completed registration form, as available on the Site, if any, are the whole agreement between you and us.
19.2. You acknowledge that you have not entered into this agreement in reliance upon any warranty or representation made by us.
19.3. We may from time to time make changes to these terms and conditions which will be set out on the Site. Unless you inform us that you object to the changes within 14 days of the changes appearing on the Site, you will be deemed to accept the changes. Any changes we are advised to make by our professional advisers for regulatory or statutory reasons will come into force immediately the revised terms and conditions appear on the Site.
20.1. Copyright and all other intellectual property rights subsisting in the database accessible via the Service and layout of Site are owned by or licensed to us. InEn and the bridge logo are registered trademarks and owned by or licensed to InEn Global LLP.
20.2. Any notice from us to you may be delivered by e-mail or post to you at your last known address. Evidence of posting (either electronically or otherwise) shall be taken as evidence of delivery.
20.3. These terms and conditions shall be administered by the board of directors of InEn Global LLP and governed by, and construed in accordance with, English law and the parties submit to the exclusive jurisdiction of the English Courts. The decision of the board of directors of InEn Global LLP as to any matter, question or dispute arising from the terms hereof, shall be final and conclusive and binding on all users using the Site and all persons seeking to raise money through the Site.
20.4. In these terms and conditions (except where the context otherwise requires):
(a) use of the singular includes the plural and vice versa;
(b) use of any gender includes the other genders;
(c) any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); and
(d) any reference to a statute, statutory provision or subordinate legislation ("legislation") shall (except where the context otherwise requires) be construed as referring to:
(i) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
(ii) any former legislation which it re-enacts, consolidates or enacts in rewritten form.
20.5. Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
20.6. If any term of these terms and conditions is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the intent of the original provision.
20.7. Failure by either party to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy.
20.8. All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of any agreement between us.
20.9. Neither you nor we shall be held liable for any loss or failure to perform any obligation hereunder due to causes beyond our respective reasonable control.
20.10. These terms and conditions replace all terms and conditions previously applicable to the provision of the Site or the Service.
20.11. You confirm you have read and understood the full terms and conditions of the Site and agree to comply with them in your use of the Service and if you certify yourself as a Sophisticated Investor or a High Net Worth Individual or are registered on the Site as an adviser you accept that the contents of promotions and other materials appearing on the Site might not be approved by an Authorised Person. Reliance on such promotions for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.
20.12. Any individual who is in any doubt about an investment to which a communication appearing on the Site relates should consult an Authorised Person specialising in advising on investments of the kind in question.
You confirm you have read and understood these terms and conditions and ACCEPT them.
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